"I went into the studio, I had a chant in my head, it was aggressive, it was angry, it wasn't the Beyoncé that wakes up every morning," she told iTunes Radio. "...Imagine the person that hates you. Imagine a person that doesn't believe in you. And look in the mirror and say, 'Bow down, bitch' and I guarantee you feel gangsta.”

That track reemerged in December on the self-titled “video album” that she and her team created in secret and released sans forewarning—prompting an Internet freakout and enormous sales. By then, “Bow Down” had been reengineered into “***Flawless,” with the song’s original back half replaced by a TEDx talk snippet from author Chimamanda Ngozi Adichie, a rap from Beyoncé, and an instantly viral refrain about rising in the morning looking perfect.

“It’s not to be taken literally,” said musician The-Dream, who co-wrote the song along with Beyoncé, Chauncey Hollis, Rey Reel, and Rashad Muhammad. “Nobody wakes up flawless. It’s an oxymoron. But the meaning behind it, to say ‘I just woke up feeling good,’ is what it’s about.”

The accompanying video dramatizes that spirit via a multicultural punk-rock mosh pit. Shooting in Paris, director Jake Nava populated the scene with models, actual London Rudeboys, and members of something called the Parisian Anti-Racist Skinhead Alliance.

“That was cool, because we were creating a subculture video in the wrong city, and in their numbers were Indians and blacks and whites,” Nava told me. “There was a utopian feeling about that posse, because they were making a big thing about the fact that they were not in any way [associated] with the racist connotations of original skinheads.”

It's Beyoncé herself who makes the video so memorable, though. The famously coiffed pop star thrashes her head, bares her teeth, and playfully wiggles her hands. “What I loved about her performance, having filmed her many times, was the choppy change-iness of it,” Nava said. “She wasn’t being dainty. She got right into the spirit of the mosh pit.”

The July/August issue of The Atlantic features a short, edited interview I did with Beyoncé’s creative director Todd Tourso, talking about “Flawless.” Here’s a much longer version of the conversation, with tidbits about the origins of the song, the Beyoncé album cover, and the artistic mentality that makes Queen Bey different from any other pop star.

What state was “Flawless” in when you got involved?

Todd Tourso: I got on the team in the beginning of June [2013], and we started almost immediately on the visual album process. It was such a blur. She was on tour and we were traveling, and we would shoot during the day sometimes: 10, 12 hour days starting at five or six in the morning. Then she would go do a show. Then she would go to the studio. Then she would pop up on set, six or seven the next morning, having not slept, and she’d tell us about some song she made the night before that was going to be amazing. That happened two or three times. I believe [“Flawless”] was one of them.

I don’t want to speak for her, but I think that she knew that “Bow Down,” the song that she had started previously, was a type of an energy that this record needed. But she also felt that it needed a flip side, something that was more sort of macro. “Flawless” was meant to be the portion of the song that inspired the listener, gave them some reason for the bravado that defined “Bow Down.”

When “Bow Down” came out, some people criticized it as taking on women or being too boastful. Was she developing “Flawless” with those criticisms in mind?

It’s hard to say how much that affects her process. But I think that when she started messing around with those sounds [for “Bow Down”] she started to make a conscious effort to make music for herself, have a little more fun with it, and not overthink it. And not be scared about what her core fan base, or, y’know, people might think about it. When it came out, it freaked people out a lot. But it laid the groundwork for everything we were about to do with the album, and got her fans ready for something that was different: more aggressive, less apologetic, and very timely.

So it’s hard to say whether or not the criticisms of that song affected its evolution. You can be concerned on one hand, and on the other know that you have to follow your heart. When all the pieces start to move into place, then you have the perspective where you can fill in the gaps and know what’s needed to complete the sentence.

A big part of it for her was this idea of struggle and the fight to become a champion. All the defeats and hard times and losses that she’s had that felt like they were earth-shattering, in perspective, made her the warrior that she is today—made her be able to step out and say, “Bow down, bitch.” Because to her, it’s like, “I’ve been through all this. I’ve worked harder. I’ve suffered more. I’ve seen the bad part of the industry and the good part of the industry.” When the album was coming together, she homed in on her Star Search moment, where she lost and she thought that was the end of the world, and now looking back that’s just a funny little asterisk in her biography. I think once she connected that Star Search moment to “Bow Down,” “Flawless” was born, sort of as the resolution or the victory lap.

So you hear this song, and then your role as the creative director is to do what?

My role is to sit with it and think of a director that we think can visually capture it. Sometimes, it’s just, “Oh this person has the right aesthetic and we feel that their career is in the right place where we want to partner.” Sometimes it’s more, "We have a very clear idea of what we want to do and how it’s going to look—who’s the director that can capture that aesthetic for us?"

We wanted to do a Houston video that was like a Juvenile video, like a new version of a hood video. We knew that it made sense with “Bow Down,” but it seemed too easy or too obvious. And then I believe it was when we were on set for the “Partition” video, she came in in the morning and she was talking about this new song she’d made, “Flawless,” and how it was the perfect girl anthem and she was so excited about it. Through out the day, she would sing it for us or talk about it, and I think she came up with the idea of that becoming the resolution or the footnote to “Bow Down.”

Once that came together, it was like, “Okay, there’s no way we can have this obvious video for this song. Can we take that treatment and put it with something that you wouldn’t expect?” Which is where the “No Angel” video came from.

We needed something much more aggressive and out-of-left-field that speaks more abstractly to the concept of “Flawless.” We had been talking to Jake Nava about working on some stuff, and we didn't know what, yet. Him being an old Brit that grew up on the ska and Rudeboy scene of the ‘80s, he immediately saw a correlation between the visceral energy of these old-school, punk-rock parties and the idea of how you can’t judge a book by its cover—a lot of things you perceive people to be are not what they really are, and everybody has this beautiful, chaotic energy just being themselves.

So he came back with this idea of skinheads and a moshing party, but it’s this multicultural group of skinheads, and it’s something you wouldn’t really picture Beyoncé in. It seemed like the perfect marriage of contrasts and juxtapositions and fashion and energy that the song needed. So we shot that in Paris right after we did the “Partition” video.

Then we went to Australia, and were working on the edit concurrently, and as it came together Beyoncé felt that we were missing something. It was the perfect look and energy, but it didn’t feel as inclusive as it should. She felt that it needed an iconic hip-hop dance. Not something like “Single Ladies” [where] people gawk at the intricacy and the perfection of the moves, but rather something that really anybody could just pick up at home and do. Almost like a Soulja Boy dance, something people do at baseball stadiums.

So that idea came up in the morning, and then that night before the show Les Twins and Chris Grant started the choreography. Then the next day we went on a location scout and we found this grafittied, shitty alley in Australia. The night after, we shot it. This was the first video that came together very quick, sort of consciously on-the-fly. It looked like this old-school hip-hop video. We thought once we got those FastCams and fire in there, we’d dial up this ‘90s hip-hop counterpart to the ‘80s Rudeboy skinhead party.

It’s definitely a testament to Beyoncé. Myself and Jake Nava, when we were doing the pickup shoot with the choreography, were thinking that it wasn’t going to mesh. But she had the vision in her mind and she pushed for it, and it worked out. Once we saw it in the edit, both Jake and I were like, “Okay. Looks great!” It’s exactly what it needed.

So it was two shoots.

Yeah, two shoots. And the second one was very thrown together. A lot of what we did with this album was [that way], because it’s exciting for us to work in this manner, and because there’s so much that’s going on that it wouldn’t have gotten done in any other way. We really tried to tackled these a lot more like art-school projects. Just make sure we have a great director, and a great DP and a great stylist and a good location, and let’s go and have fun and figure it out on the fly. It was scary doing that, especially with an artist of her caliber. But I think that energy and youthfulness comes across in most of the videos and helped make the project as impactful as it was.

What was the location for the first shoot of the video?

It was a location that basically we rented in Paris that we art directed to feel like a shitty underground club, but I believe it was in a monastery. We had Jake’s art department go in, and they scrawled all over it and bought old couches. It was a mix of models that Jake casted, and real skinheads, and Rudeboys who they just found in London who they brought to Paris for the day. Real-deal, shit-kicking skinheads. If you really look at it you can tell: The ones with scabs on their faces and black eyes are the real skinheads, and the ones who have chiseled jawlines and cheekbones are models.

So there was a conscious effort to make it a diverse?

Definitely. The whole reason we gravitated towards that treatment was [that] we liked it aesthetically—we thought it was super cool and we thought it would be surprising for an artist like Beyoncé to do—but more than that, we felt that symbolically it spoke to the concept of the song.

Were there particular rock clubs or other things used as visual references?

I sent them a picture of the Max Fish bathroom. Jake had some reference images from CBGB. We wanted it to feel real. One of the specific things we said was, “When you look at it, you should smell urine.” I don’t know that it came out that dirty, but that’s what we were going for.

The CBGB bathroom (AP Photo)

Why black and white?

Well … I’m probably the wrong person to ask because I always choose black and white. [laughs] It helped cater to that lo-fi urgency, yet fashion-y vibe that we were going for.

I started at a fashion magazine called Flaunt. And once we started to put the pieces together [of the Beyoncé album] I started to look at it like I was paginating a fashion magazine: The black-and-white one should come after the color one, and this one should be a little more deconstructed and this one should be a throughline into the one that’s a little more high-end. “Drunk in Love”'s black and white references Herb Ritts. “Flawless”’s black and white references Bruce Davidson. So it’s coming from a different place but looking to bring a bit of continuity to the story.

Are there are any motifs in the video that are trying to connect to the rest of the album?

Hmm. Let me think about that. We were able to tie into the album with the Star Search thing because there was this throughline in the album about awards and trophies and fighting to win and competition. And then we had some of her dancers in the pickup shoot that we kind of tried to use as a cast of characters throughout.

Tell me about the Chimamanda Ngozi monologue.

That was something that Beyoncé found herself at, like, 4 o’clock in the morning on YouTube. I think that she knows exactly who she is and feels confident in representing what feminism means in 2014. But she maybe struggled a bit with how to articulate that and how it enabled her to be who she is. When she stumbled upon that clip, it really just rang true to her and it felt like exactly what we were trying to say. Sonically, it just sounds perfect because it feels aggressive and empowering, like a call to action.

When you’re listening to the song, and you hear a line like “I woke up like this,” are you immediately like, we need to put this on a sweatshirt?

Haha. I’m always thinking in that space of memes and Instagram and new media and what’s going to take off, just because it’s part of our everyday lives.

But it all evolved organically, because it all stems from the album cover and making something iconic out of nothing. Once we realized that we had something that was very powerful there, it seemed like it could be a smart flip on it to just start doing other words and create a thorough brand off of it.

Official merchandise (shop.beyonce.com)

So that all stems from the album cover, pink writing on black? How did that come about?

Well, it was really just me struggling with, how do you put a cover to this project? When it’s a visual album and it’s inundated with imagery, how do you find one [image] that encapsulates it all? As an art director and graphic designer I’m always thinking “how do color and typography and proportion speak metaphorically to a concept?” It was also trying to do something that people wouldn’t expect, but not in a heavy-handed way.

For me I kept thinking about Metallica’s black album. How do you make a very iconic statement in an artist’s career: “This is something new for me. This is my modern direction.” It was as simple as not having her face on it. Because that’s what everyone would expect, a beauty shot of her. That was the big breakthrough, coming to the conclusion that it doesn’t have to have her on it.

We went for a type face that is kind of masculine but still sexy and loud and is actually derived from fight cards, boxing-ring placards. So it seemed like metaphorically that was a good fit. And then we set it in this kind of grayed-out pink, which was sort of a subversion of femininity. That was really what I was going for in the color palette and layout: How do you be a woman but still be like, “fuck you?"

The other part was the negative space and it just being simple and centered. To me, making the logo small, just popping it in the center, is confident. It’s sort of stripping off all bells and whistles and it’s saying, “Boom, this is what it is, right here.” It’s super simple. “Anybody can do it. Yet, I did it.” We were trying to allude to this idea of almost being naked and stripped down, but also confident.

And when in the process was the cover conceived?

[laughs] Um it… was, again, a process. I did the first mock up of it when we were in Puerto Rico, shooting the “Heaven” video. That’s when I stumbled upon the idea of typeface and the color palette and the scale. We’re very much never-say-die, relentless people, and keep working until it’s pried from our hands. So from that point, probably for the next three or four months we were pounding out covers covers covers covers, option option option option, every day. We probably had hundreds of options, and we wound up back where we started.

But that’s something as an art director that I really believe in. Sometimes, the right answer is the five-minute solution, coming from your gut. It’s not overthought. It’s this visceral reaction. But then you think like a scientist, and you can only really suss it out when you’ve tried every single other option.

That’s also why I love working with Beyoncé. She has that type of point of view, which I’ve always had, and that I haven’t always shared with my bosses. Which is: You’re not scared to run a mile and then say, “Oh, well, actually we stumbled upon it a few blocks back, let’s just scrap all this work we’ve done in development and go back to that.”

So there’s a lot of extra DVD footage, you’re saying.

Yeah, there’s lots of extra everything. When I go back and look at the videos versus a lot of videos that other artists do, there is this idea of restraint that we were able to really utilize. That, to me, is what a lot of other artists lack. Not everything has to be everything and the kitchen sink. Some things are more beautiful when they’re stripped down and raw and specific.

Sometimes we’ll spend a whole day art directing a shot and framing it. Then when you’re on set and looking at the monitor and everyone’s getting into place, you’ll see a moment pop up that nobody ever planned. It’s about having the vision to recognize that and then having the balls to tell everybody to stop and change and do this one accident that we just stumbled upon.

That seems like it’s of a piece with the album release strategy—in your mind, was the surprise release separate, a business decision, or was it part of the creative statement?

It was definitely part of the creative statement. Sometimes I’ll look back over things and I’ll have this memory of “Wow, when we were doing this we really thought that this might be a giant flop, that it would be a complete blemish on her career, but we’re going to fucking do it.” Once you get to that point where you feel like you’ve really manifested the greatest body of work that you have, and you really have that type of career like she’s had, it doesn’t seem right to put it out in a traditional format. A rollout is just as important as art direction and the messaging, and the way that you drop things is just as important as what they are.

There really was worry it would be a flop?

Oh, a hundred percent. We got to the point where it was just funny, and it became this indulgent art project. When she says that in the song “Ghost,” “probably won’t make no money off this, oh well,” she really felt that way.

That’s the most inspiring thing for a creative person: to know you can give your all and push yourself and your team to the limits of their physical exertion and go off on a really indulgent project, but make sure it’s really something that’s worthwhile—and people will react.

Do you see the rest of the industry reacting?

I definitely think that it will change the way that people conceptualize not only their product but also the way they release it into the world. I think post Internet, it’s all about being the first one to do it. But I also think that it has to be specific to the artist and their fan base. It’s not like you can just take what we did and plug it into any artist and any time and have it be the same thing, because it wouldn’t work. It worked because of the relationship between her and her fans, the realness of the record, and the relevancy of her at this time and place.

Everyone wonders how this was a secret for so long.

The truth is that we’re a really small, tight-knit team. Once we had it in our mind, it wasn’t really that difficult. The truth is we weren’t really sure when exactly this was going to come out, or if the iTunes thing was going to work out. So when we were putting this thing together we’d give vague answers. “Oh yes, it’s going to come out, we’re not sure when, maybe next year.”

As things picked up, a lot of people had an idea that we were obviously shooting a lot of stuff and that something was coming, but because it had never been done before people weren’t able to wrap their heads around what we were trying to do.

The short answer: We were so in the trenches and just so busy every single day that we never really even had time to talk about it. To the point where it came out where it was like, "Wow, did this really even happen?" It was just living in a vacuum for so long that it feels weird to even see other people walking around saying “surfboard,” you know? That’s been mine for three months, and all of a sudden everyone’s talking about it.

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Spencer Kornhaber is a staff writer at The Atlantic, where he covers pop culture and music.